Anand Rathi IPO Basis of Allotment

Our Company was originally incorporated as a private limited company under the Companies Act, 1956 in the name of 'Hitkari Finvest Private Limited' on March 22,1995. It was thereafter renamed as 'AR Venture Funds Management Private Limited', and a fresh certificate of incorporation consequent upon a change of name was issued by the RoC on April 6, 2005, which was later converted from a private limited company to a public limited company under the Companies Act, 1956, with the name 'AR Venture Funds Management Limited', and a fresh certificate of incorporation consequent upon a change of name was issued by the RoC on March 8, 2007. Subsequently, 'AR Venture Funds Management Limited' was converted to a private limited company with the name 'AR Venture Funds Management Private Limited', and a fresh certificate of incorporation consequent upon a change of name was issued by the RoC on July 7, 2015. Thereafter, 'AR Venture Funds Management Private Limited' was again converted to a public limited company with name 'AR Venture Funds Management Limited', and a fresh certificate of incorporation consequent upon a change of name was issued by the RoC on April 3, 2017. Subsequently 'AR Venture Funds Management Limited' was renamed as 'Anand Rathi Wealth Services Limited' and received a fresh certificate of incorporation from the RoC on July 6, 2017. Thereafter, 'Anand Rathi Wealth Services Limited' was renamed as 'Anand Rathi Wealth Limited' and received a fresh certificate of incorporation from the RoC on January 7, 2021. For further details, in relation to change in name and Registered Office of our Company, see "History and Certain Corporate Matters" on page 182 of the prospectus dated December 7, 2021 ("Prospectus").

Our Company has filed the Prospectus dated December 7, 2021 with the RoC, and the Equity Shares are proposed to be listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and trading is expected to commence on Tuesday, December 4, 2021.

INITIAL PUBLIC OFFERING OF 12,000,000 EQUITY SHARES OF FACE VALUE RS. 5 EACH ("EQUITY SHARES") OF ANAND RATHI WEALTH LIMITED (OUR "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 550 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 545 PER EQUITY SHARE (THE "OFFER PRICE"), AGGREGATING TO RS. 6,593.75 MILLION, COMPRISING AN OFFER FOR SALE OF: (A) 9,285,000 EQUITY SHARES AGGREGATING TO RS. 5,101.91 MILLION BY ANAND RATHI FINANCIAL SERVICES LIMITED, TO 375,000 EQUITY SHARES AGGREGATING TO RS. 206.05 MILLION BY MR. ANAND RATHI AND TO 375,000 EQUITY SHARES AGGREGATING TO RS. 206.05 MILLION BY MR. PRADEEP GUPTA (TOGETHER, THE "PROMOTER SELLING SHAREHOLDERS") AND (B) TO 375,000 EQUITY SHARES AGGREGATING TO RS. 206.05 MILLION BY MR. AMIT RATHI, TO 375,000 EQUITY SHARES AGGREGATING TO RS. 206.05 MILLION BY MS. PRITI GUPTA, TO 375,000 EQUITY SHARES AGGREGATING TO RS. 206.05 MILLION BY MS. SUPRIYA RATHI, TO 375,000 EQUITY SHARES AGGREGATING TO RS. 206.05 MILLION BY RAWAL FAMILY TRUST, ACTING THROUGH MR. RAKESH RAWAL, TO 90,000 EQUITY SHARES AGGREGATING TO RS. 49.45 MILLION BY MR. JUGAL MANTRI AND TO 375,000 EQUITY SHARES AGGREGATING TO RS.206.05 MILLION BY MR. FEROZE AZEEZ (TOGETHER, THE "OTHER SELLING SHAREHOLDERS") (AS DEFINED HEREINAFTER, AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, THE "SELLING SHAREHOLDERS") (THE "OFFER"). THE OFFER CONSTITUTED 28.83 % OF THE FULLY DILUTED POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE OFFER INCLUDED A RESERVATION OF UP TO 250,000 EQUITY SHARES AGGREGATING TO RS. 131.25 MILLION (CONSTITUTING UP TO 0.60 % OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL) FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION ISHEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER WOULD CONSTITUTE 28.83 % AND 28.23 %, RESPECTIVELY, OF OUR COMPANY POST-OFFER PAID-UP EQUITY SHARE CAPITAL.

A DISCOUNT OF RS.25 PER EQUITY SHARE WAS OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION. THE ADJUSTMENTS TO THE DISCOUNT HAS BEEN PROPORTIONATELY DISCLOSED FROM EACH OF THE SELLING SHAREHOLDERS ISSUE PROCEEDS.

*A discount of Rs25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.

* This includes the cost of acquisition of Equity Shares transacted by the Promoters, Promoter Group and Selling Shareholders. It excludes the current public shareholders comprising of 25.26% of the paid-up capital of the Company, which include 151 employees and 561 other public shareholders. The other public shareholders include former employees, allotters in private placement and third parties who have acquired the shares in secondary transactions. These Equity Shares held by public shareholders were originally allotted by the Company vide (a) ESOP allotments over the years and (b) Rights Issues and the Private Placements during Fiscal 2017 and Fiscal 2018. For further details on allotment by the Company, please refer to page nos. 80-84 of the Prospectus. There have been subsequent transfers of Equity Shares by the original public shareholder allotters to third parties and accordingly, the cost of acquisition of such public shareholders, is not ascertainable.

* Cost of acquisition is NIL on account of Equity Shares acquired through gift and/or bonus issuance. For further details, please refer to page nos. 97-99 of the Prospectus.

Weighted Average Return on Net Worth for Fiscals 2021, 2020 and 2019 is 28.33%.

The four BRLMs associated with the Offer have handled 29 public issues in the past three years, out of which 11 issues closed below the issue price on listing date.

* The Anchor Investor Bidding Date was one Working Day prior to the Bid/Offer Opening Date i.e. Wednesday December 1, 2021.

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), read with Regulation 31 of SEBI ICDR Regulations. The Offer was made through the Book Building Process in terms of Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs"), provided that our Company, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations. 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion was added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer was available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price Further, Equity Shares was allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price. All Bidders (except Anchor Investors) were mandatory required to utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank accounts and UPI ID in case of RIBs, as applicable, pursuant to which their corresponding Bid Amount was blocked by the Self Certified Syndicate Banks ("SCSBs") or under the UPI Mechanism, as the case may be. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA Process. For further details, see "Offer Procedure" on page 378 of the Prospectus.

The bidding for Anchor Investor opened and closed on December 1, 2021. The Company received 19 applications from 12 anchor investors for 3,791,205 equity shares. The Anchor investor price was finalized at Rs. 550 per Equity Share. A total of 3,525,000 shares were allocated under the Anchor Investor portion aggregating to Rs. 1,938,750,000.00.

The Offer received 775,005 applications for 77,097,987 Equity Shares resulting in 6.4248 times subscription (before technical rejections). The details of the applications received in the Offer from Retail Individual Bidders, Non-Institutional Bidders, Eligible Employees, QIBs and Anchor Investor are as under (before technical rejections):

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on December 09, 2021.

A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBAApplications)

The Basis of Allotment to the Retail Individual Investors, who have bid at cut-off or at the Offer Price of Rs. 550 per Equity, was finalized in consultation with BSE. This category has been subscribed to the extent of 5.6243 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 4,112,500 Equity Shares to 152,314 successful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non Institutional Bidders (After Technical Rejections) (including ASBAApplications)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs. 550 per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 24.0890 times. The total number of Equity Shares allotted in this category is 1,762,500 Equity Shares to 2,383 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to Eligible Employees (after Technical Rejections)

The Basis of Allotment to the Eligible Employees, who have Bid at the Cut-Off price or at the Offer Price of Rs. 550 per Equity Share, was finalized in consultation with BSE. A discount of Rs. 25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. This category has been subscribed to the extent of 1.0675 times. The total number of Equity Shares allotted in this category is 250,000 Equity Shares to 574 successful applicants. The category-wise details of the Basis of Allotment are as under:

In the first instance full allotment to 574 valid applications for 150,768 Equity Shares were made against 250,000 Equity Shares reserved for this category resulting in subscription of 0.6031 times. The allotment has been made to all the Eligible Employee in the Employee Category and the maximum Bid Amount considered for allotment under the Employee Reservation Portion by an Eligible Employee has not exceeded Rs. 200,000 on a net basis. The category-wise details of the Basis of Allotment are as under:

However, due to under subscription in the Employee Reservation Portion post the initial Allotment, the unsubscribed portion of 99,232 Equity Shares have been proportionately allotted to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of 200,000, subject to the total Allotment to an Eligible Employee not exceeding of 500,000. The Registrar informed that 258 valid applications for 116,100 Equity Shares were received against balance 99,232 Equity Shares reserved under this category resulting in subscription of 1.1699 times. The category-wise details of the Basis of Allotment are as under:

D. Allotment to QIBs (After Technical Rejections): (Excluding Anchor Investors)

Allotment to QIBs, who have bid at the Offer Price of Rs.550 per Equity Share or above, has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 2.4730 times of QIB portion. As per the SEBIICDR Regulations, Mutual Funds were allotted 5% of the Equity Shares of QIB portion available i.e. 117,500 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 2,232,500 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 23,50,000 Equity Shares, which were allotted to 17 successful Applicants.

E. Allotment to Anchor Investors

The Company in consultation with the BRLMs, have allocated 3,525,000 Equity Shares to 12 Anchor Investors (through 19 Applications) at the Anchor Investor Offer Price of 1550 per Equity Share in accordance with the SEBIICDR Regulations. This represents 60% of the QIB Portion.

The IPO Committee of our Company at its meeting held on December 09, 2021 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation has been emailed or dispatched to the email ids or addresses of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on December 09, 2021 and the payments to non-syndicate brokers have been issued on December 10, 2021. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on December 10, 2021 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has received the listing and trading approvals from the BSE and NSE, and the trading of equity shares will commence on or about December 14, 2021.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in.

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the first/ sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgement Slip received from the Designated Intermediary at the address given below:

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF ANAND RATHI WEALTH LIMITED.

ANAND RATHI WEALTH LIMITED has filed the Prospectus dated December 7, 2021 with the Registrar of Companies, Maharashtra at Mumbai and thereafter with SEBI and the Stock Exchanges. The Prospectus is available on the website of SEBI at www.sebi.gov.in as well as on the websites of the BRLMs at www.equirus.com, www.bnpparibas.co.in, www.iiflcap.com and www.rathi.com. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see "Risk Factors" on page 26 of the Prospectus.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold outside of the United States in offshore transactions as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.